Phio Pharmaceuticals (PHIO) 10-Q 9 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-36304
Entity Registrant Name	Phio Pharmaceuticals Corp.
Entity Central Index Key	0001533040
Entity Tax Identification Number	45-3215903
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11 Apex Drive
Entity Address, Address Line Two	Suite 300A, PMB 2006
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752
City Area Code	508
Local Phone Number	767-3861
Title of 12(b) Security	Common Stock, par value, $0.0001 per share
Trading Symbol	PHIO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		4,591,700

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 6,475	$ 8,490
Prepaid expenses and other current assets	373	832
Total current assets	6,848	9,322
Right of use asset	0	33
Property and equipment, net	2	6
Other assets	3	3
Total assets	6,853	9,364
Current liabilities:
Accounts payable	320	657
Accrued expenses	929	942
Lease liability	0	35
Total current liabilities	1,249	1,634
Commitments and contingencies (Note 2)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; no shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,591,700 and 3,747,329 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	0	0
Additional paid-in capital	146,964	146,936
Accumulated deficit	(141,360)	(139,206)
Total stockholders’ equity	5,604	7,730
Total liabilities and stockholders’ equity	$ 6,853	$ 9,364

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares, issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, issued	4,591,700	3,747,329
Common stock, shares outstanding	4,591,700	3,747,329

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
Research and development	$ 1,148	$ 2,134
General and administrative	1,061	1,468
Total operating expenses	2,209	3,602
Operating loss	(2,209)	(3,602)
Total other income, net	55	0
Net loss	$ (2,154)	$ (3,602)
Net loss per common share:
Net loss per common share, Basic	$ (0.47)	$ (3.15)
Net loss per common share, Diluted	$ (0.47)	$ (3.15)
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding, Basic	4,580,072	1,142,213
Weighted average number of common shares outstanding, Diluted	4,580,072	1,142,213

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Preferred Stock Series D [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 2	$ 0	$ 139,218	$ (128,380)	$ 10,838
Balance at beginning, shares at Dec. 31, 2022	1	1,139,024
Cash-in-lieu of fractional shares for reverse stock split			(11)		(11)
Cash-in-lieu of fractional shares for reverse stock split, shares		(1,706)
Redemption of preferred stock	$ (2)
Redemption of preferred stock, shares	(1)
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares		18,080
Shares withheld for payroll taxes			(25)		(25)
Shares withheld for payroll taxes, shares		(4,816)
Stock-based compensation expense			111		111
Net loss				(3,602)	(3,602)
Ending balance, value at Mar. 31, 2023	$ 0	$ 0	139,293	(131,982)	7,311
Balance at ending, shares at Mar. 31, 2023	0	1,150,582
Beginning balance, value at Dec. 31, 2023	$ 0	$ 0	146,936	(139,206)	7,730
Balance at beginning, shares at Dec. 31, 2023	0	3,747,329
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants, shares		826,370
Issuance of common stock upon vesting of restricted stock units
Issuance of common stock upon vesting of restricted stock units, shares		24,198
Shares withheld for payroll taxes			(4)		(4)
Shares withheld for payroll taxes, shares		(6,197)
Stock-based compensation expense			32		32
Net loss				(2,154)	(2,154)
Ending balance, value at Mar. 31, 2024	$ 0	$ 0	$ 146,964	$ (141,360)	$ 5,604
Balance at ending, shares at Mar. 31, 2024	0	4,591,700

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (2,154)	$ (3,602)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1	16
Amortization of right of use asset	33	31
Loss on disposal of property and equipment	3	0
Stock-based compensation	32	111
Changes in operating assets and liabilities:
Prepaid expenses and other assets	459	314
Accounts payable	(337)	123
Accrued expenses	(13)	331
Lease liability	(35)	(32)
Net cash used in operating activities	(2,011)	(2,708)
Cash flows from financing activities:
Cash in lieu of fractional shares for reverse stock split	0	(11)
Redemption of Series D preferred stock	0	(2)
Payment of taxes on net share settlements of restricted stock units	(4)	(25)
Net cash used in financing activities	(4)	(38)
Net decrease in cash, cash equivalents and restricted cash	(2,015)	(2,746)
Cash, cash equivalents and restricted cash at the beginning of period	8,490	11,831
Cash, cash equivalents and restricted cash at the end of period	$ 6,475	$ 9,085

Reconciliation of Cash and Rest

Reconciliation of Cash and Restricted Cash - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Statement of Financial Position [Abstract]
Cash and cash equivalents	$ 6,475	$ 9,035
Restricted cash	0	50
Cash, cash equivalents and restricted cash	$ 6,475	$ 9,085

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (2,154)	$ (3,602)

Organization and Significant Ac

Organization and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Organization and Significant Accounting Policies	1. Organization and Significant Accounting Policies Nature of Operations Phio Pharmaceuticals Corp. (“ Phio Company Phio was incorporated in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, the Company changed its name to Phio Pharmaceuticals Corp., to reflect its transition from a platform company to one that is fully committed to developing groundbreaking immuno-oncology therapeutics. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “ SEC 2023 Form 10-K Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation. Segments The Company operates as one operating segment and all assets are located in the United States. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, and the valuation allowance on the Company’s deferred tax assets. On an ongoing basis the Company evaluates its estimates and bases its estimates on historical experience and other relevant assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these estimates. Liquidity The Company has reported recurring losses from operations since its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been from sales of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock. There is no guarantee that debt, additional equity or other funding will be available to the Company on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, the Company would be forced to scale back or terminate its operations or seek to merge with or to be acquired by another company. The Company has limited cash resources, has reported recurring losses from operations since inception, has negative operating cash flows and has not yet received product revenues. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s current cash resources may not provide sufficient capital to fund operations for at least the next 12 months from the date of the release of these condensed consolidated financial statements. The continuation of the Company as a going concern depends upon the Company’s ability to raise additional capital through an equity offering, debt offering and/or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Other than as set forth above, there have been no material changes to the significant accounting policies disclosed in the Company’s 2023 Form 10-K. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “ FASB ASU ASU 2023-07 In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of specific categories in the rate reconciliation table along with additional information for reconciling items that meet a quantitative threshold, disclosure of disaggregated income taxes paid and modifies other income tax-related disclosures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09, but does not expect that it will have a material impact on its consolidated financial statements.

Collaboration Agreement

Collaboration Agreement	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaboration Agreement	2. Collaboration Agreement AgonOx, Inc. (“ AgonOx In February 2021, the Company entered into a clinical co-development collaboration agreement (the “ Clinical Co-Development Agreement DP TIL The Company recognizes its share of costs arising from research and development activities performed by AgonOx in the Company’s condensed consolidated financial statements in the period AgonOx incurs such expense. Phio will be entitled to certain future development milestones and low single-digit sales-based royalty payments from AgonOx’s licensing of its DP TIL technology. The Company recognized approximately $ 50,000 119,000 On May 8, 2024, the Company terminated its Clinical Co-Development Agreement with AgonOx, effective immediately. Effective as of the date of the termination, the Clinical Co-Development Agreement and the continuing obligations of the Company and AgonOx thereunder will be terminated in their entirety. The Company will no longer be required to provide financial support for the development costs incurred under the Clinical Co-Development Agreement or be entitled to certain future development milestones and low single-digit sales-based royalty payments from AgonOx’s licensing of its DP TIL technology. The Company will pay to AgonOx all Company payment obligations that have accrued prior to the termination of the Clinical Co-Development Agreement. The Company intends to pay to AgonOx future fees to be incurred for patients that were treated in the Phase 1 clinical trial as of the date of termination. The Company estimates that such payments to be made to AgonOx will amount to approximately $ 388,000

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	3. Fair Value of Financial Instruments The Company follows the provisions of the Financial Accounting Standards Board (the “ FASB ASC Fair Value Measurement Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. As of March 31, 2024, the Company categorized its cash equivalents as Level 1 hierarchy as the carrying amounts approximate their fair value due to their short-term nature and market rates of interest. As of December 31, 2023, the Company did not identify any financial instruments required to be presented at fair value. Schedule of financial instruments at fair value Description March 31, 2024 Quoted Prices In Active Markets (Level 1)   Other Significant Unobservable Assets: Cash equivalents $ 6,379 $ 6,379 $ – $ – Total $ 6,379 $ 6,379 $ – $ – The carrying amounts of cash, accounts payable and accrued expenses of the Company approximate their fair values due to their short-term nature.

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Leases	4. Leases The Company’s lease for its corporate headquarters and primary research facility in Marlborough, Massachusetts was for a total of 7,581 March 31, 2024 The Company entered into a lease for a laboratory facility located at 17 Briden Street, Worcester, Massachusetts, which commenced on March 1, 2024. The lease covers 321 September 1, 2024 15,000 Leases The lease for the Company’s corporate headquarters represented all of our significant lease obligations. The amounts reported in the condensed consolidated balance sheets for the Company’s corporate headquarters classified as an operating lease in which the Company is the lessee and other supplemental balance sheet information is set forth as follows, in thousands, except the lease term (number of years) and discount rate: Schedule of lease amounts recorded in balance sheet March 31, 2024 December 31, 2023 Assets Right of use asset $ – $ 33 Liabilities Lease liability $ – $ 35 Lease Term and Discount Rate Weighted average remaining lease term – 0.25 Weighted average discount rate 4.70 4.70 Operating lease costs included in operating expense were $ 33,000 Cash paid for the amounts included in the measurement of the operating lease liability on the Company’s condensed consolidated balance sheets and included within changes in the lease liability in the operating activities of the Company’s condensed consolidated statements of cash flows was $ 35,000 34,000

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders’ Equity	5. Stockholders’ Equity Warrants The Company first assesses warrants that are issued by the Company under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 Derivatives and Hedging ASC 815 In December 2023, the Company entered into an inducement letter agreement (the “ Inducement Letter Agreement 2,130,252 December 2023 Financing 826,370 Abeyance Shares During the three months ended March 31, 2024, all of the Abeyance Shares were released and issued. There were no The following table summarizes the Company’s outstanding warrants, all of which are classified as equity instruments, at March 31, 2024: Schedule of outstanding warrants   Number Weighted- Outstanding at December 31, 2023 6,331,288 $ 3.68 Issued – – Exercised (826,370 ) 1.33 Expired – – Outstanding at March 31, 2024 5,504,918 $ 4.03

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	6. Stock-based Compensation Restricted Stock Units Restricted stock units (“ RSUs 2020 Plan 3 1 The following table summarizes the activity of the Company’s RSUs for the three months ended March 31, 2024: Summary of RSU activity Number Weighted- Unvested units at December 31, 2023 49,683 $ 8.32 Granted – – Vested (24,198 ) 8.80 Forfeited (6,903 ) 10.96 Unvested units at March 31, 2024 18,582 $ 6.70 There were no 5.24 Stock-based compensation expense related to RSUs was $ 26,000 111,000 The aggregate fair value of awards that vested during the three months ended March 31, 2024 and 2023 was $ 17,000 95,000 Stock Options Stock options are available for issuance under the 2020 Plan or as inducement grants issued outside of the 2020 Plan to new employees. Stock options are generally subject to graded vesting and the satisfaction of service requirements. Stock options granted by the Company to employees generally vest annually over 4 1 The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. The risk-free interest rate used for each grant was based upon the yield on zero-coupon U.S. Treasury securities with a term similar to the expected life of the related option. The Company’s expected stock price volatility assumption is based upon the Company’s own implied volatility. As the Company has limited stock option exercise information, the expected life assumption used for option grants is based upon the simplified method provided for under the FASB ASC Topic 718, “ Compensation — Stock Compensation The Company did not grant any stock options during the three months ended March 31, 2024 and 2023. The following table summarizes the activity of the Company’s stock options for the three months ended March 31, 2024: Summary of stock option activity Number Weighted- Aggregate Balance at December 31, 2023 10,084 $ 134.86 Granted – – Exercised – – Forfeited – – Expired (23 ) 13,541.48 Balance at March 31, 2024 10,061 $ 104.21 $ – Exercisable at March 31, 2024 10,061 $ 104.21 $ – Stock-based compensation expense related to stock options for the three months ended March 31, 2024 was $ 6,000 no Compensation Expense Related to Equity Awards The following table sets forth total stock-based compensation expense for the three months ended March 31, 2024 and 2023, in thousands: Schedule of stock-based compensation expense March 31, 2024 2023 Research and development $ (11 ) $ 63 General and administrative 43 48 Total stock-based compensation $ 32 $ 111

Net Loss per Common Share

Net Loss per Common Share	3 Months Ended
	Mar. 31, 2024
Net loss per common share:
Net Loss per Common Share	7. Net Loss per Common Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per share is computed by dividing the Company’s net loss by the weighted average number of common shares outstanding and the impact of the dilutive effect of potential common stock equivalents, except when the inclusion of such potential common stock equivalents would be anti-dilutive. Dilutive potential common stock equivalents primarily consist of stock options, RSUs and warrants. Therefore, basic and diluted net loss per share applicable to common stockholders were the same for all periods presented because the impact of these items is generally anti-dilutive during periods of net loss. The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive: Schedule of anti dilutive stock March 31, 2024 2023 Stock options 10,061 177 Unvested RSUs 18,582 72,755 Warrants 5,504,918 545,401 Total 5,533,561 618,333

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Nature of Operations	Nature of Operations Phio Pharmaceuticals Corp. (“ Phio Company Phio was incorporated in the state of Delaware in 2011 as RXi Pharmaceuticals Corporation. On November 19, 2018, the Company changed its name to Phio Pharmaceuticals Corp., to reflect its transition from a platform company to one that is fully committed to developing groundbreaking immuno-oncology therapeutics.
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“ GAAP These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “ SEC 2023 Form 10-K
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MirImmune, LLC. All material intercompany accounts have been eliminated in consolidation.
Segments	Segments The Company operates as one operating segment and all assets are located in the United States.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The areas subject to significant estimates and judgement include, among others, those related to the fair value of equity awards, accruals for research and development expenses, useful lives of property and equipment, and the valuation allowance on the Company’s deferred tax assets. On an ongoing basis the Company evaluates its estimates and bases its estimates on historical experience and other relevant assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from these estimates.
Liquidity	Liquidity The Company has reported recurring losses from operations since its inception and expects to continue to have negative cash flows from operations for the foreseeable future. Historically, the Company’s primary source of funding has been from sales of its securities. The Company’s ability to continue to fund its operations is dependent on obtaining funding from third parties, such as proceeds from the issuance of debt, sale of equity, or strategic opportunities, in order to maintain its operations. This is dependent on a number of factors, including the market demand or liquidity of the Company’s common stock. There is no guarantee that debt, additional equity or other funding will be available to the Company on acceptable terms, or at all. If the Company fails to obtain additional funding when needed, the Company would be forced to scale back or terminate its operations or seek to merge with or to be acquired by another company. The Company has limited cash resources, has reported recurring losses from operations since inception, has negative operating cash flows and has not yet received product revenues. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s current cash resources may not provide sufficient capital to fund operations for at least the next 12 months from the date of the release of these condensed consolidated financial statements. The continuation of the Company as a going concern depends upon the Company’s ability to raise additional capital through an equity offering, debt offering and/or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Other than as set forth above, there have been no material changes to the significant accounting policies disclosed in the Company’s 2023 Form 10-K.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “ FASB ASU ASU 2023-07 In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of specific categories in the rate reconciliation table along with additional information for reconciling items that meet a quantitative threshold, disclosure of disaggregated income taxes paid and modifies other income tax-related disclosures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09, but does not expect that it will have a material impact on its consolidated financial statements.

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of financial instruments at fair value	Schedule of financial instruments at fair value Description March 31, 2024 Quoted Prices In Active Markets (Level 1)   Other Significant Unobservable Assets: Cash equivalents $ 6,379 $ 6,379 $ – $ – Total $ 6,379 $ 6,379 $ – $ –

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of lease amounts recorded in balance sheet	Schedule of lease amounts recorded in balance sheet March 31, 2024 December 31, 2023 Assets Right of use asset $ – $ 33 Liabilities Lease liability $ – $ 35 Lease Term and Discount Rate Weighted average remaining lease term – 0.25 Weighted average discount rate 4.70 4.70

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Schedule of outstanding warrants	Schedule of outstanding warrants   Number Weighted- Outstanding at December 31, 2023 6,331,288 $ 3.68 Issued – – Exercised (826,370 ) 1.33 Expired – – Outstanding at March 31, 2024 5,504,918 $ 4.03

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Summary of RSU activity	Summary of RSU activity Number Weighted- Unvested units at December 31, 2023 49,683 $ 8.32 Granted – – Vested (24,198 ) 8.80 Forfeited (6,903 ) 10.96 Unvested units at March 31, 2024 18,582 $ 6.70
Summary of stock option activity	Summary of stock option activity Number Weighted- Aggregate Balance at December 31, 2023 10,084 $ 134.86 Granted – – Exercised – – Forfeited – – Expired (23 ) 13,541.48 Balance at March 31, 2024 10,061 $ 104.21 $ – Exercisable at March 31, 2024 10,061 $ 104.21 $ –
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense March 31, 2024 2023 Research and development $ (11 ) $ 63 General and administrative 43 48 Total stock-based compensation $ 32 $ 111

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	3 Months Ended
	Mar. 31, 2024
Net loss per common share:
Schedule of anti dilutive stock	Schedule of anti dilutive stock March 31, 2024 2023 Stock options 10,061 177 Unvested RSUs 18,582 72,755 Warrants 5,504,918 545,401 Total 5,533,561 618,333

Collaboration Agreement (Detail

Collaboration Agreement (Details Narrative) - Clinical Co Development Agreement [Member] - Agon Ox [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Expense from contractual obligations	$ 50,000	$ 119,000
Contractual obligation			$ 388,000

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - (Details - Financial instruments at fair value) $ in Thousands	Mar. 31, 2024 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	$ 6,379
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	6,379
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	0
Cash and Cash Equivalents [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	6,379
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	6,379
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	0
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total	$ 0

Leases (Details - Balance sheet

Leases (Details - Balance sheet lease items) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Right of use asset	$ 0	$ 33
Liabilities
Total lease liability	$ 0	$ 35
Lease Term and Discount Rate
Weighted average remaining lease term		3 months
Weighted average discount rate	4.70%	4.70%

Leases (Details Narrative)

Leases (Details Narrative)		3 Months Ended
	Mar. 01, 2024 USD ($) ft²	Mar. 31, 2024 USD ($) ft²	Mar. 31, 2023 USD ($)
Operating lease costs		$ 33,000	$ 33,000
Operating lease payments		$ 35,000	$ 34,000
Property Subject to Operating Lease [Member]
Operating lease footage | ft²	321	7,581
Lease expiration date	Sep. 01, 2024	Mar. 31, 2024
Total base rent	$ 15,000

Stockholders' Equity (Details -

Stockholders' Equity (Details - Warrants outstanding) - Warrant [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Class of Stock [Line Items]
Warrants outstanding, beginning | shares	6,331,288
Warrants outstanding, weighted average exercise price | $ / shares	$ 3.68
Warrants issued, shares | shares	0
Warrants issued, weighted average exercise price | $ / shares	$ 0
Warrants exercised, shares | shares	(826,370)
Warrants exercised, weighted average exercise price | $ / shares	$ 1.33
Warrants expired, shares | shares	0
Warrants expired, weighted average exercise price | $ / shares	$ 0
Warrants outstanding | shares	5,504,918
Warrants outstanding, weighted average exercise price | $ / shares	$ 4.03

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Warrants exercised shares	0
Abeyance Shares [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance		826,370
December 2023 Financing [Member]
Class of Stock [Line Items]
[custom:AmendedWarrants]		2,130,252

Stock-based Compensation (Detai

Stock-based Compensation (Details - RSU activity) - Restricted Stock Units (RSUs) [Member] - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSU's unvested units, beginning balance	49,683
RSU beginning balance, price per share	$ 8.32
RSU's granted	0
RSU's granted, price per share	$ 0	$ 5.24
RSU's vested	(24,198)
RSU's vested, price per share	$ 8.80
RSU's forfeited	(6,903)
RSU's forfeited, price per share	$ 10.96
RSU's unvested units, ending balance	18,582
RSU ending balance, price per share	$ 6.70

Stock-based Compensation (Det_2

Stock-based Compensation (Details - Option activity) - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares outstanding, Beginning | shares	10,084
Weighted average exercise price per share, Beginning | $ / shares	$ 134.86
Number of shares outstanding, Granted | shares	0
Weighted average exercise price per share, Granted | $ / shares	$ 0
Number of shares outstanding, Exercised | shares	0
Weighted average exercise price per share, Exercised | $ / shares	$ 0
Number of shares outstanding, Forfeited | shares	0
Weighted average exercise price per share, Forfeited | $ / shares	$ 0
Number of shares outstanding, Expired | shares	(23)
Weighted average exercise price per share, Expired | $ / shares	$ 13,541.48
Number of shares outstanding, Ending | shares	10,061
Weighted average exercise price per share, Ending | $ / shares	$ 104.21
Aggregate intrinsic value, Outstanding | $	$ 0
Number of shares outstanding, Exercisable | shares	10,061
Weighted average exercise price per share, Exercisable | $ / shares	$ 104.21
Aggregate intrinsic value, Exercisable | $	$ 0

Stock-based Compensation (Det_3

Stock-based Compensation (Details - Share-based compensation) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 32	$ 111
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	(11)	63
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 43	$ 48

Stock-based Compensation (Det_4

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 32,000	$ 111,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSU's granted, price per share	$ 0	$ 5.24
Share-based compensation expense	$ 26,000	$ 111,000
Fair value of awards vested	$ 17,000	95,000
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	3 years
Restricted Stock Units (RSUs) [Member] | Non Employee Members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense	$ 6,000	$ 0
Share-Based Payment Arrangement, Option [Member] | Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	4 years
Share-Based Payment Arrangement, Option [Member] | Board Of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year

Net Loss per Common Share (Deta

Net Loss per Common Share (Details - Antidilutive shares) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,533,561	618,333
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	10,061	177
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	18,582	72,755
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,504,918	545,401